Ben Tennyson: The Amazing Spider-Man
by ninjanicktf
Summary: Ben Tennyson was your average teenage loser. Nothing can go right for him. He has over protective parents, the girl of his dreams has no clue he exists, and his is picked on because of his love of super heroes. But one day, a radio activate spider changed all of that.
1. Chapter 1

It was a boring day at school. Ben was trying to stay awake when the teacher was talking. he then heard the bell ring.

"Okay, I'll finish tomorrow. If you have any questions, let me know" the teacher said. Before Ben could leave the teacher spoke again.

"Almost forgot, tomorrow we are going to the spider exhibit on Wednesday" everyone (including ben) groaned.

"Hey, it's going to be fun!"

"It's going to be boring!" a girl named Sophie said. Ben agreed with her. Then again, he agrees with everything she says, no matter how stupid.

"You're going, and you're going to like it!" the teacher said. Ben then went home and told his parents about the exhibit. He was hoping that they were so over protective that they wouldn't let him go. How freakin' wrong he was.

"Are you kidding me? You know I don't want to go!" Ben said when his parents signed the permission slip.

"I'm sorry, but you always complain that we don't let you do anything" his mom said.

"Wow, when I wanted to see Godzilla, you wouldn't let me go saying it was too violent, and now I did NOT want to go somewhere, your letting me?! Are you kidding me?!"

"You know, it's a fun opportunity for you. you never know what going to happen" his dad said. Ben just marched up to his room.

...

Wednesday came soon. Ben really did not want to go, but he knows he can't talk his parents out of making him, no matter how much he wanted to.

"Wake up ben. You're going to be late" Ben's mom said.

"That's the plan" ben said. His mom kept shaking him. He decided to wake up so she would stop. He then got onto the bus. He was hoping he could sit next to Sophie, but that was already taken by a Jock named Cody Brock.

_This is just not my day, is it?_ Ben thought. He sat all the way in the freezing back next to a nerd who was obsessed with Pokémon.

_Really not my day._ he thought.

...

About two hours later they finally arrive at the spider-exhibit. everyone was looking at the cool spiders-except for Ben, who wished he could be anywhere else. They all came to these special spiders.

"These are genetically altered spiders" the tour guide said. "These have been exspirtmented on and are dangerous"

"Excuse me" Sophie said. "What would happen is someone was bitten by one of these?"

"We're not sure. All we know is that these five spiders are kept in this space so they can't escape.

"Uh, there's four spiders in there" Ben said. The tour guide looked.

"OH CRAP ONE OF THEM ESCAPED!" tour guide said. "Relax, we just need to exit the building in an orderly fashion-" they all started running towards the exit. Ben went with them, not noticing a spider on his hand. The spider bit him.

"Ow" Ben said as he shook the spider off. "Great. Just what I needed" Ben looked at the spider bite. He saw the bus left without him. He face palmed.

"Not again" he said to himself. He walked out into the street. He then jumped out of the way right before a car hit him. He thought this was strange, because he didn't notice a car coming in his direction; he sensed it. He also noticed something else strange: he was stuck to the wall.

"Was there something in the soda I drank last night?" Ben said to himself. He took off his shoes and started crawling up the wall. He suddenly thought it was the coolest thing ever. When he got on top of the wall, he wondered what was happening to him. He then looked at his spider-bite and looked up several spider-bites on his phone. None of the looked like the one he had. he then remembered hearing about the escaped spider.

"Was I bit by the escaped spider?" he wondered. He then saw what looked like an old beat up truck pull up.

"What are you doing up there?" the man in the truck asked.

"I don't know, grandpa" Ben lied. He then jumped down. He got into the truck.

"Left behind by the school again?" grandpa asked.

"Yeah. I guess I was up there to try to get my mind off things"

"Did you have breakfast this morning?" grandpa asked.

"No, not really"


	2. Chapter 2

Gwen came in to where ben was. She was yelling to someone named Kevin. He also heard her say something about someone who only cared for himself and that they were through.

"What's wrong?" ben asked even though he couldn't care less.

"Kevin's a jerk. That's what" Gwen said. She then noticed ben's hand. She was shocked when she saw the bite.

"What happened?" she asked.

"A spider-bite. Don't worry, I looked it up. This one's not too bad" he said. Gwen looked at it.

"Are you sure?"

"Yes! You're almost as bad as my parents!" ben said, joking. Gwen smiled and rolled her eyes. Not much happened after that. They stopped, ate, and filled up the gasoline tank in the truck, and then they went off. Ben stopped at his home. He got off, waved good bye to his cousin and his grandpa and walked into the house. His parents came in.

"Hey, how was the spider exhibit?" Ben's mom said. She looked and saw his spider-bite. "Oh my gosh, what happened?"

"Just a little accident with a spider. Relax; the tour guide said it was just a flesh wound" ben said to relax is mom, not telling her about what happened after the spider-bite. Ben just went into his room and sat on his bed and put on a green day album. He picked up a batman comic book. While he read it, he started to think about using his powers for good.

_Hmm, if I'm going to be a super hero, I would need a way to get around_ ben thought. He saw a spider on a small thread. "That's it!" he got out his old chemistry set. He made a type of webbing. He tried to make it strong so it won't snap while he's on it. He had several tests with it. Soon he made a little device to put the webbing in so that it doesn't go crazy. After a few hours, he perfected them. He shot a web at a lamp using his middle finger and his ring finger (you know, in a "we will rock you" way) he got a lamp.

"Okay, now to try to grab-" he pulled the lamp towards him and accidently smashed it against the wall. He looked at the lamp. It was broken into many pieces. He then heard footsteps which he knew were his parents. He hid what was left of the lamp in his closet. He also took off the web shooters and hid them in his pocket.

"What was that noise?" Ben's mom asked.

"Nothing mom" Ben said. "Just a movie I was watching" His mom shrugged and walked away.

"Too close" he said. "Okay, maybe not a super hero-but these are pretty cool"

"Ben, your grandpa's here!" ben's dad shouted. Ben was so busy with his web shooters he forgot that he wanted to help his grandpa with something.

"Coming!" he said. One thing we forgot to mention last was that Ben always enjoyed his grandpa. He was not as strict as ben's parents, and he's what got ben interested in green day. He got in grandpa's truck and drove off.

"Hey ben" Gwen said.

"Hey" Gwen noticed there was a strange bump in ben's pocket. A bump too big for a phone or for cash (then again, ben barely had any) so she assumed ben had something his pocket.

"Is there something in your pocket?" Gwen asked.

"Uh no" ben said. _Oh great. She noticed the web shooters. _Gwen had been like Ben's third parent ever since they were five. She always would try to stop him from doing something she thought wasn't too safe. So Ben always waited for her leave before he could get on a slide. He was hoping this "third parent nonsense would end before they were teenagers. If he was right, you wouldn't have read that. Anyway, Gwen thought it was strange that ben was hiding something in his pocket.

"Strange" Gwen said. No way was Ben going to tell her about the spider. It would only freak her out. They stopped for a bit. Ben, Gwen, and grandpa got out of the truck.

"Guys, I need to tell you something" grandpa said.

"What is it?' Gwen asked.

"There's something I've been hiding from you, your parents, and the world"

"What is it?"

"A long time ago, I tried to help make an experiment that I thought would change the world. It was a type of DNA"

"DNA?" ben asked.

"Yes. Spider-DNA. I tried to help make a special spider that could make strong webbing. Some of the results went wrong. One went so wrong; I was kicked off of the team. To this day, I do not know of these side effects. They could lead to death"

"Wait, are these experimented spiders still in work today?" ben asked.

"Yes. Look I'm sorry I did tell anyone earlier-"

"Are you kidding me? I WAS BUT BY ONE OF THOSE FREAKIN' THINGS!" Ban shouted. "I can't believe you would keep this from me!"

"Look ben, you are looking at this the wrong way. They might have tried to-"

"Shut up!" ben shouted. He was really angry. "You're saying I could die at any given moment?!"

"Ben!" Gwen said.

"No, I'm sick of this crap! You lied to me! You said you were a plumber! I trusted you!"

"Look ben-"

"Shut up old man!" ben shouted. He then walked away. No one could predict what was to happen next.


	3. chapter 3

Ben was at a gas station. He grabbed a bottle of coke and gave it the cashier. He then handed the cashier the money

"Your two cents short, pal" the cashier said.

"Two cents? That's barley anything!" Ben said.

"Look, we have a policy. A policy which states that I cannot sell this to you"

"Come on dude, its two cents, not two dollars!"

"I'm sorry you blew all of your money on video games. Get out" ben walked out. He was tempted to punch the cashier in the face, but he knew bad thoughts lead to bad actions. Suddenly someone else walks in.

"May I help you?" the cashier said. The guy pulled out a gun.

"Give me everything in the register" he said. That person ran for the door.

"STOP! THIEF!" ben opened the door for the thief.

"Thanks kid!" the thief said.

"What did you do that for?! You could have stopped him!" the cashier shouted.

"I missed the part where that's my problem" ben said. ben walked out towards where his grandpa was. He was going to apologize for the argument they had earlier. He then heard a gunshot. A gunshot in his grandpa's detraction! Ben then started running. His heart was pounding. He was hoping he just was hearing things. He soon arrived to his grandpa's location. What he saw horrified him. His grandpa was shot!

"No…it can't be!" ben shouted. "GRANDPA!"

"Ben… Is that you?" his grandpa asked weakly.

"It's me! Look, I'll get a parametric! They will-"

"No. I deserved what I got. Your life is in danger because of me. Just tell me…you will never become a criminal and that you will be a good man, strong with god"

"I promise" ben said.

"Good. Remember, with great power, comes great responsibility" grandpa said. He then shut his eyes. Ben started crying. A few cops that were around him were talking to their walkie talkies.

"We got two cars in pursuit of the victim's truck" one of them said. Ben got out his web shooters. Soon ben was on top of a building.

"Here goes nothing" ben said. He spun a web and swing. He was scared that he would slip, fall on the ground and die. However he spun another one and grabbed it, eliminating that fear. He kept doing this. He thought it was awesome.

"WOO HOO!" the truck was speeding down an ally way. The crook shoots at the cops. He heard a loud thud, coming from the roof. Someone then punched a hole in the roof. The crook pulled out a gun and shot at Ben a few times. Ben dodged all of the bullets. The crook looked and saw he was about to crash into a building. So he jumped out of the truck and tumbled a bit on the road, right before the truck crashed. The crook saw that ben was gone, and he ran into the building.

"Well, I'm away from the cops" the crook said. He turned around and Ben was right there. Ben punched the crook in the face. Ben then beat him up. The crook tried to pull out a gun, but Ben webbed it to the wall. He grabbed the crook's head and smashed it against some support beams.

"Please, give me a chance!" the crook said.

"I'll ask my grandpa… oh right, you shot him!" he then punched the crook. He grabbed the crook by his shirt, and a light flashed on the crook. Ben was shocked by what he saw. The crook that shot his grandpa- it was the crook from the gas station! The one he let get away.

"No…it's you" Ben said. The crook pulled out a knife. Ben webbed the crook's hand to a wall. He webbed the other one. He webbed the crook legs to a wall.

"I'll let the cops take care of the rest" Ben said. He walked away. While he was glad the caught the crook, he still felt guilty. He felt like he could have prevented his Grandpa's death. He felt like it was all his fault.

"If I caught that crook, my grandpa would still be alive" he said to himself.


	4. Chapter 4

**Sorry for the delay, I had a bunch of things (other fanfics, writer's block, camp, Etc.) that got in my way, but I hope you enjoy!)**

Gwen heard about the news. When she ran into ben, she was about to burst into tears. She hugged him and cried into his jacket. Ben still felt guilty, and didn't want to tell Gwen, or his parents or anyone that their grandpa's death could have been avoided. When he got home, he did say anything to his parents, he didn't eat his dinner, and he just sat in his room. He picked up a comic book about Batman where they were re-explaining his origin. Ben then got an idea after reading it. When his parents fell asleep, he took his dad's ski mask and went out. There was a few robberies that were going on (some criminal was on a roll) by the time he had gotten to the fifth bank, ben got out and stopped the robber right when the cops showed up. They all pointed their guns at ben and shouted "GET ON THE GROUND!"

_Okay, because of this ski mask they think I'm a criminal. _Ben thought. He slung a web and left the place, much to one of the cop's frustration. When ben snook back into his house, he thought about a few things. First thing was lose the ski mask. He put it away and grabbed his note pad. The next day in school ben was asleep in math class while the teacher was still speaking. She walked up to ben and smacked her ruler against his desk, which woke him up.

"I'm sorry, am I boring you?" She asked.

"No, I just didn't get that much sleep last night" Ben said, half asleep.

"Then what the hell were you up all night doing?" she looked at his note book and saw what looked like a few torn pages and a super hero.

"Where you up all night drawing?!" she asked.

"No, I was st-"

"DETENTION! NOW!" she shouted. While in detention, ben drew a few more drawings when he came across an outfit he liked. It was red and blue, had goggles, and a cool web pattern. When he got home, he tried making it out of some of his old clothes into the outfit. When he fought a few muggers armed with knives, they tore up the clothes severely. Puls it was a bit hard to move around in old clothing. Ben had a hard time explain why his clothes were cut and why he was bleeding, but he just said he fell into some barbwire. While looking in his closet, he found some old spandex clothing. He sowed a bunch of it together, and made a mask out of a ninja mask someone gave him. he put two goggles on it, and made a web pattern to go with it.

That night, when two crooks tried to rob a jewelry store, and as they left, they shot at some cops that were chasing them. Ben jumped on top of the car, which scared the crap out of the crooks.

"'Ello 'ello 'ello!" he said (if you can tell me where that's from, I'll be happy, because I can't remember)

"Who's this guy?!" one of the crooks asked in fear.

"WHO CARES?! PUMP HIS GUTS FULL OF LEAD!" the other one shouted. The first one pulls out a automatic gun and tries to shoot ben, but ben just dodged all of the bullets.

"Didn't you go to church as a kid?!" Ben asked. "One of the Ten Commandments is "thou shall not kill!"

"SHUT UP!" the crook said as he shot some more rounds of ammo. Ben looked and saw two street lights close to his direction. Being as athletic as he is, (he tried to run a lot from Gwen) jumped off the car and slung a web between the two street lights.

"Adios and vaya con Dios!" Ben said (which is Spanish for "good luck, and may god be with you") as he jumped back a bit much to the crooks' relief.

"Well, we finally lost that son of a-HOLY CRAP!" the other cook shouted as he drove right into the web. Ben then came back to the crooks and crouched down.

"Who are you?!" one of the crooks said.

"I'm batman" Ben jokingly said. "I'm kidding, I'm the amazing spider-man" right at that point a few cops happen to come by. The one that got out was their chief, who looked a bit like LT. Stone from Power Rangers Zeo.

"Oh hello officers" Ben said as more cops came out of the car.

"Put your hands on your head! NOW!" the chief shouted as he pulled out a gun. Ben was really confused by this. He had no idea why the heck they'd think he's a criminal, so he started being a smart-aleck.

"You think I'm a criminal?" Ben asked. "I just did about 75.3% of your job for you!"

"GET ON THE GROUND NOW!" the chief shouted.

"So a guy in red and blue spandex does most of your job for you, and you try to arrest him?!" ben asked, confused. "Where is the love?"

"How do we know you didn't stage this whole thing?" the chief said.

"You got to be kidding me" Ben said upon hearing that. He slung a web at the building and swung away from the cops.

"Where do you think you're going?!" the chief said.

"As far away from you as possible!" Ben shouted. "And plus, ALF is on in a half hour"

**Okay, this was kind of a boring chapter, but I have a question: I want to introduce a villain into the story, but I have no idea what villain to use! What villain should introduce? Shocker? Eletrco? Doc ock? Villgax? (Okay, maybe not villgax, yet) I hope you enjoyed, and once again, I'm so sorry about the huge delay.**


	5. Chapter 5

**Wow, the last time I updated was almost a month ago?! Holy crap! anyway, if you didn't stop following this story already, here a new chapter for all o' yall!**

The next day at school, a lot of things happened. Everyone was talking about the amazing spider-man who stopped five robberies the previous night. The cool dude who smart talked the cops. Ben was a bit happy to know that he finally was the popular kid in school. But then he realized that it was more of spider-man who was popular than him, but he didn't care. He kinda liked not being noticed. That way less people would beat him up for lunch money.

Later that day, the teacher announced another field trip to a science exhibit. Everyone moaned, having remembered what happened last time. Ben was also moaning, although the last one turned in his favor.

"Um, Mr. Lockwood, are you sure that is a good idea?" Sophie asked. "Remember last time you took us to a science lab? We had to evacuate because one of the radioactive spiders escaped!" there was no way Ben was going to say what happened to the spider.

"Look, this time we have a really good scientist leading the project"

"Really?" Ben asked. "Norman Osborn will be there?"

"No, he had a few things come up. Instead we have Otto Octavius" Mr. Lockwood said.

"Isn't he insane?" Sophie asked.

"He has a few screws loose, but regardless he's a great scientist!" everyone moaned because they didn't want to go to someplace with Otto. Ben at least knew he needed to bring his web shooters, you know, just in case there's another evacuation and not everyone makes it out. Gwen was really happy to hear they were going to see Otto Octavius, mainly because he's her idol. Ben couldn't care any less, and he was hoping something would happen, getting him out of there. That night, after stopping a few robbers, Ben snook back into his room. He was taking off the spider-man outfit when he heard some knocking at the door.

"Ben?" his mom asked.

_Oh crap!_ Ben thought. He knew it wouldn't be long before they'll come in, so he took off the gloves, and the mask. He got underneath the bed covers, and slings a book he was supposed to read for history class into his hand.

"Come in" he said. Both of his parents came in and saw his face was all filthy.

"What happened to your face?" his dad asked.

"I fell in some mud" Ben said. They also noticed his arm was bleeding.

"Why is your arm bleeding?" his mom asked. Ben remembered that he fought some muggers as spider-man and one had a knife. He must have cut Ben's arm, but Ben was so busy he just turned around and punched the guy in the face, not noticing that his arm was bleeding. How he got back without noticing small red drops from his arm in anyone's guess.

"I got it caught on some barbwire" he said.

"Oh, do we need to call the doctor?"

"Mom, it's just a cut. It doesn't need stiches" Ben said.

"Are you sure?"

"Yes mom, I'm sure" he said. His parents left the room, much to his delight. "That was too close"

On Wednesday the school left for the science exhibit. Once again, Ben had to sit next to Pokémon boy. This time he was prepared though, because he brought his IPod with him, so instead of listening to Pokémon boy, he listened to linkin park.

After what seemed like hours, they soon arrived. As they all got off the bus, Ben went last so he could reload his web shooters, and no one would see him. He slid his sleeves back up when he heard someone call his name.

"Coming" he said. He walked out and saw Sophie walking towards the entrance, much to his sadness that brock was with her. I don't think we mentioned this in the first chapter, but Ben has had a crush on Sophie for who knows how long. Of course no one knows about it, and if they won't let him watch snow white because she lives with seven dwarfs, there was no way his parents were gonna be okay with him having a girlfriend. Heck, he STILL doesn't know what the heck the birds and the bees are. I don't know if that's a good thing or not. Anyway, they walked in and were greeted by Otto Octavius. Ben wasn't sure whether to be scared or relived, because of what he heard about Otto. But since this was with high school, he had no choice but to come. If he did, I don't know, because I was homeschooled, so all I know about school are those stereotypes in shows like Kim Possible or Hanna Montana.

Anyway, Otto showed the class all of his inventions; most of which were blown up, but Ben wasn't listening. He was too busy looking at Sophie and brock holding hands, wishing he was in brock's place. The thing that snapped him out of it was something cool. Something that looked like a super villain in a comic book would own, which really excited him. They looked like four giant arms that were attached to a harness, and ben just thought it was awesome.

"What is that?" Ben asked.

"Well, these are fully functional mechanical arms" Otto said. "I designed them to help me with certain projects that might be a bit hard for myself to handle"

"Like?" Ben asked. Gwen was wondering why Ben was so curious about this. He looked a few minutes earlier like he couldn't care less.

"Well, say something is too dangerous for my human hands to hold it, or that I'm not tall enough to reach it" Otto said as he put on the arms. "These mechanical arms are long enough to reach them for me, or keep something hazardous a good distance away from me"

"But what if they become self-aware and try to kill you?" Ben asked.

"Wow, you must have read many comic books before" Otto said. "I made this chip that lands itself into the back of my neck, so I have full control of the arms. If you love these, you're going to love my next invention" Otto said. He walked a bit, as did the class. After walking for twenty minutes, Otto showed all of the class a really big device. It was really impressive, and Gwen was really excited by it.

"Class, this is my solar ray" Otto said. "It uses solar power to make special energy used to power this entire structure"

"Huh?" Sophie asked.

"He means the building" Ben said.

"Oh"

"Does it work?" Gwen asked.

"I don't know. I haven't tested it yet, but I'm sure it'll work" Otto said as he turned it on. When he turned it on, Ben's spider sense soon started going off. Ben had a feeling something was going to go wrong, he just knew it. He was right, because the lights started flicking on and off.

"That's not good" Sophie said.

"Please tell me it's like that episode of SpongeBob" Pokémon boy said, mentioning the episode with the hash slinging slasher. Now that my bit of nostalgia is over, ben noticed one of the light exploded. Ben also noticed that the circuit board behind Gwen was also going to explode, so he pushed her out of the way before it did.

"How did you know that was going to explode?" Gwen asked, instead of saying "Thanks for saving me"

"Lucky guess" Ben said, not telling her it was his spider sense that made him aware that she could have been killed. The teacher also was almost killed by a falling support beam (which an explosion caused), causing her to shout to all of her students to get out now. They all start running towards the exit, when Sophie trips. The device is now going to explode, which terrifies Sophie. She tried to go to the door when a huge piece of debris fell in front of it, blocking her exit.

Outside, everyone is getting on the bus when Ben notices that Sophie wasn't with them. The driver was about to leave when ben told him a student was missing. He said they didn't have time to go get her, so ben got off the bus.

"Ben where are you going?!" Gwen asked.

"Bath room!" he shouted as he ran away. He took off his jacket and tested his web-shooters, and he changed into his costume, and swung in through a window. He went to Sophie, who was scared a bit.

"Look soph-er, mam, I think we need to get out of here" Spider-man said, almost accidently reviling that he knew who she was. He grabbed on to Sophie when Otto grabbed him from the back, and turned him around.

"Why do you want her to miss my greatest creation?" Otto said.

"I've read enough comic books to know that thing is going to blow up any second! I need you to shut it down!"

"I don't think so" Otto said. Spider-man tried to pull the plug with a spider web but Otto hit him with his arms.

"There's no way I'm going to shut down what could be the science industries' greatest creation ever!"

"Who talks like that?" Spider-man asked as he kicked Otto out of the way. Spider man pulled out the plug, but somehow, nothing happened. The device was soon going to explode, much to the horror of Sophie. Ben grabbed on to her and slung towards the window. Sophie screamed as Spiderman busted through the window and he noticed that Sophie was holding him tight. He thought for a second about how much he was enjoying her holding him so tight. If only she had done this when he was a normal nerd. Wait was there something we were supposed to re-

CRASH! Ben heard as he and Sophie broke out of the window.

"Sir, I badly want to leave! My dad probably thinks I'm going to be with a gir-"

"Shut up or I'll spoil games of thrones for you because I read the books!" The driver shouted.

"No, please! That's the worst type of punishment!" By this point Gwen had started humming the Big Bang Theory theme song out of boredom as the girl next to her was humming "Burn it down" by linkin park (Which is an AWESOME song BTW) when spider-man came down with Sophie.

"Your safe now, alright?" Spider-man said to Sophie. Sophie was about to say something when the entire exseraveatroy blew up, much to-well-everyone's shock. Spider-man was about to leave when Sophie stopped him.

"Wait, who are you?" She asked before he could leave.

"You already know who I am" he said. "Your friendly neighborhood spider-man!" he swung away as Sophie watched. At this point ben had taken off the mask and gotten to the web sack his clothes were in.

"Okay, she's safe, now can we leave?" The driver asked.

"Ben's still not here"

"You got to be kidding me; we are never going to leave!" The driver said. Ben came back onto the bus, much to the driver's delight. He didn't even wait for ben to sit down before he started driving. That's how happy he was to leave.

"Okay, get out you stupid kids, I have a 2 Broke Girls marathon I don't want to miss!" the driver said as he got to ben's house. Ben got off, thinking about Sophie holding him tight. He was so deep in thoughts that he didn't notice a lamp post in front of him. ouch.


	6. Chapter 6

After the students left, Norman Osborn came to the sight. He saw the rubble of the exsorbatory, much to his anger. He wasn't pleased to see the destroyed building.

"Sir, are you alright?"

"I paid two million for that exserveatory! WHAT HAPPENED?!" Norman asked.

"By the looks of it, one of Otto's inventions went haywire and caused an explosion"

"Wait, is Otto okay?!"

"I think so. If he is, he's buried somewhere under that rubble"

"Well, what are you waiting for? GET DIGGING!" He shouted, knowing that if Otto was still alive, he wouldn't be for long. After for what seemed like hours, the men found Otto, and brought his body back to Norman. Norman wasn't pleased to see Otto dead, so he called a few ambulances. After words they came and used those shock thingies (I have no idea what their called) to try and revive him. They found out Otto's heart is still beating, but he had been knocked into a coma. So, by Norman's (Loud) request, they took him to a hospital, and Norman walked back into his limo, wondering how the heck he was going to explain what just happen to the press tomorrow.

And in high school, even more happened. Ben was putting some stuff in his locker when suddenly he overheard something.

"THAT DAMN HEART BREAKER!" Ben noticed who that voice belonged to, and couldn't help but eavesdrop.

"Look brock, things like this happen all the time. Just ask my sister-"

"HOW COULD SHE DO THIS TO ME?!" He shouted.

"Dude, break ups happen all the time. I'm sure she had a reason for-" Brock didn't wait for the man to finish, and he just punched him. What he said next contained some foul language, so I will not repeat here. Let's just say he got suspended for throwing around some F-Bombs. Oh, and for beating up another student.

Ben couldn't help but wonder why Sophie broke up with brock, and just gave himself a answer in saying she realized how ugly brock was. But then again brock was sexy and he knew it. Or at least that's what most of the girls said. Ben couldn't care less, and he just pretended he didn't hear anything. He was grabbing a few books for the next class (And removing a prank "You suck" poster) from his locker when Sophie walked up to him. He crumbed up the poster and saw her standing there, wondering what she was doing close to him.

"Hey Ben, I want to tell you something" She said. Ben knew that she wasn't going to say "I broke up with brock because I'm in love with you!" much to his disappointment.

"Sure, what is it?" Ben asked.

"Well, I recently broke up with brock-"

"I heard"

"You did?"

"Dude, he was cussing up a storm and was so loud people in Japan could hear him" Ben said as he closed his locker and crumbed up the "You suck" poster. He threw it and it hit some guy, who-Guessing by the fact Ben said "Very funny will"-was the guy who threw it.

"So what were you going to tell me?"

"Well, you're the only person I can tell this too" Sophie said. "Please don't laugh"

"I won't" ben said.

"Well, the reason I broke up with brock is because I'm in love with someone else" She said. Ben soon thought the person she fell in love  
with was either Kevin-which would creep him out because that's Gwen's ex-or Harry Osborn, because he's LOADED. Oh, and handsome. And he has a nice six pack.

"Why would I laugh?" Ben asked.

"Well, it's who I have a crush on"

"It's Harry, isn't it? His dad's Norman Osborn and every single girl fall all over him-"

"No, it's not him. Or Kevin"

"Then who is it?" Ben asked.

"You're going to think I'm a stupid little girl with a crush"

"When I was ten, I had a crush on the pink power ranger" Ben said, trying to make her feel less stupid about what she was going to say.

"Well, I recently met him, and I don't know how old he is, or what he really looks like" she looked at ben, who was waiting for her to get to the point.

"Well, I have a crush on spider-man" ben dropped all of his books when he heard them, and was so shocked by that, he didn't even notice that the books landed on his foot until she told him. He picked them up and looked at her.

"Wait, what?! Spider-man?!" Ben asked.

"Yeah, he saved my life a little while ago, and he's kinda dreamy"

"Are you sure? This is sounding a lot like sailor moon's crush on tuxedo mask" Ben said. You might have to watch sailor moon to understand what I mean.

"I'm not sure, but I bet he's a really nice guy" She said. The bell rang and he walked into his class.

Back at the hospital where Otto Octavious is being examined, Norman Osborn walked in, demanding to know how Otto is.

"Well, he didn't suffer any brain damage, but look at these X-Rays" they saw the X-Rays, which showed something that looked like it was bonded with Otto's spine.

"As you can see, the explosion caused Otto's mechanical arms to become fused to his skeleton, so we can't take them off"

"I don't care! Do you know how much crap I'd be in if this slipped out to the news?! Get that thing off him!"

"It might require some surgery" one of the doctors said. "It won't be cheap-"

"I'll pay for it. Just make sure those things get off him" Norman said as he walked out.

"Harley, get the chain saw" someone said. "This thing's not going to come off without a fight" They started trying to cut away the arms when the arms reactive and hit the guy with the chain saw across the room. The arms started attacking everyone in sight, much to Harley's shock. There was a lot of screaming and blood involved, but the security guard outside of the room didn't notice (Because he was reading playboy magazine) until he heard the door opening.

"I'm reading it for the articles, I swear!" The guard said before the arms knocked him out, so he couldn't tell anyone.


	7. Chapter 7

Ben still couldn't shake off what Sophie said. He had mixed feelings about it. He was glad that the girl of his dreams finally likes him, but she likes spider-man. He had no idea what to do. Should he tell her that he's spider-man? He thought not because he didn't want her to get killed (Or worse) like the girl in the dark knight.

No matter what he tried, he could stop thinking about it. The thing that brought him back to the present was that his spider sense reminded him that THERE WAS A BULLET COMING TWOARDS HIS HEAD! He jumped out of the way, and dodged all of the other bullets.

"Quit goin' to wonderland, spider!" The guy with the gun said. Ben just remembered he was in the middle of stopping a robbery, and that he had already taken out the gun guy's friends. The gun guy kept shooting at him, until he webbed the barrel of the gun. The guy threw the gun when ben suddenly heard "Wastelands" By linkin park. He picked up the phone (Where he was hiding it, don't ask) and asked "hello?"

"Ben, where are you? Your cousin Gwen's coming for dinner!" Ben's mom said. I would refer to them by their names, but I forgot what they were. Can you help me with that?

Anyway, Ben was so busy fighting this thug that he forgot Gwen's family was going to stay for two days while their house get fumigated after a nasty cockroach infection.

"Um, I'm at the store, buying some eggs" Ben said.

"Wait, don't we have-"

"Gotta go, bye!" he hung up the phone, and webbed the crook to the wall.

"Thanks to you, I need to make a quick trip to food lion" Ben said as he stuck a "Your friendly neighborhood spider-man" note on the webbing.

Meanwhile, Norman Osborn is working on some plans for a device with another one of his scientists when he got a phone call.

"Smythe, I'm going to have to call you back" he hung up the current call, and answered the next call.

"Mr. Osborn!" it was the doctor from last chapter.

"Can it wait? I'm in the middle of something important!"

"Sir, Otto's gone!"

"What?!"

"He's not in here! The only way he could have escaped was the window! And we're five stories up!"

"IMPOSSIBLE! FIND HIM!" Norman said. He hung up the phone, and was angry, knowing that now he had to explain that to the press, and just after he explained the laboratory that blew up in chapter five.

Ben walked in the house with the eggs and saw Gwen's side of the family all sitting down, and by the looks of things, they were waiting for him.

"Where have you been?" Gwen's dad asked. If you thought Gwen acted like a third parent, then you'll think that Gwen's parents are like his fourth and fifth. In fact, their WORSE than his real parents.

"I went to food loin to get some Eggs" Ben said, holding a food loin bag. Gwen's mom rolled her eyes, and ben wasn't too pleased with it. He knew that now he'll have a harder time sneaking out while his aunt and uncle are in the house. NO WAY is he going to tell them he's spider-man. That is, if they don't force the information out of him first.

"Where are mom and dad?"

"They went bowling, and they thought you could stay with us" Gwen said. Ben's parents are so overprotective; they STILL won't let him be left at home alone. Heck, my parents left me home alone when I was ELEVEN. And my mom was (Somewhat) over protective! Usually, Ben waits for them to fall asleep so he can go beat up some criminals. But Gwen likes to stay up later than he did, so that was a problem.

"Hey, ben, do you mind if I turn on the radio?" Gwen asked.

"Sure, just don't change it to "talk dirty"

"Why would I?" she asked. She turned on the radio, and noticed instead of some sort of blue grass station (Which Gwen would suspect) it was a rock station where the song playing had someone screaming "THIEVES AND HYPOCRITES!" Ben changed the station, calming his friend changed it there.

_This is gonna suck._ He thought.

…

Somewhere far away from Oscorp and from Ben, in an abandon factory, Otto walked in with his mechanical arms, and with an Evil smile.

"You're a crackpot, Otto; you suck at science, Otto, your goal of being the greatest inventor ever is just a bunch of bullcrap, Otto" he was saying to himself. You have to wonder just what the heck that expulsion did to him. "Well, I'm going to prove them wrong!" he got up and looked at his mechanical arms.

"Your right, I bet after what happened involving the observatory Osborn will cut my funding. But I still need the money for the project" Otto has now truly lost his mind due to the explosion. The explosion also caused the arms to develop a mind of their own, because that chip that kept them under Otto's control was now fried.

"The banks? I guess we can hit a few tomorrow" Otto said with an evil smirk.

…

For Ben, that night was miserable. First, someone deleted the newest episode of The Tonight Show off the DVR, which upset Ben. Gwen said she found it on the DVR and deleted it because Jimmy Fallon could be inappropriate sometimes. That's true, but DAMN is he funny.

Second, Ben's aunt made him a meatloaf, and boy, does he HATE her meatloaf. He had a feeling she would make that, so he hid some food under his bed, and just said he was tired after eating just a bite.

Then he found out that Gwen found the food and threw it out. He looked closer was glad his linkin park and green day CDs were still there, but now he was hungry, and bored out of his mind.

"I'd rather be cut on the arm by some sort of criminal than have this happen" Ben said as he laid on his bed.

That's when the thing he really hated about Gwen staying there happened: he noticed an air mattress right next to him. That meant glen slept in the same room as him.

"God hates me, doesn't he?" Ben said to himself. That night, when he was sure that Gwen was asleep, he slowly opened the window and got out. I mean, he want to stop at least one robbery, right? So he went out, changed into his spider-man costume, stopped a few people from mugging a group of high school girls who were out too late, had one of the high school girls flirt with him, swung away, stopped a jewel heist, and then went back home. He slowly walked back up the wall slowly, saw the window was still open, and then he snuck back in.

_Okay, that worked better than expected. _Ben thought as he took off the mask. _I was out there for thirty minutes and I bet no one even noticed I was-_ suddenly, a bright light shined through his eyes, and ben had no idea where the heck it was coming from. He leaned a bit to the right and saw gwen, holding a flash light, and a glass of water.

"Aw crap" Ben said as he saw her.


	8. Chapter 8

**I would have uploaded this a while ago, but my computer was acting up. so, in honor of my birthday (Which is today) enjoy a new chapter!**

"Gwen, this isn't what it looks like" Ben said. He had no idea what Gwen got up for, or how she noticed him, all she noticed was he was in deep, because Gwen just found out he was spider-man.

"It looks like you snuck out while I was sleeping to pull some sort of prank" Gwen said.

"Okay, this is exactly what it looks like" Ben said. "Why are you up so late?"

"Does it matter?" Gwen asked. "Is there something you are hiding from me?"

"No, no way" ben lied. "This was a prank I pulled on my friend Jackson. Boy, you should have seen the look on his face"

"You'd suck at poker" Gwen said. Ben knew that he wasn't fooling her because of what she just said.

"Okay, I wanted to go for a jog while wearing this neat onesie I bought at Walmart" Ben said.

"Even you don't believe that" Gwen said. Ben was quickly running out of excuses, and had no idea what to do.

"To me, it seems like you might be hiding something" Gwen said.

"Okay, since I ran out of excuses-" ben said as he took off his boots. He walked on the ceiling, and Gwen dropped the water glass she was hold upon seeing this.

"You're spider-man?!"

"Well, I'm not captain America" Ben said as he jumped down. "And I'm not Thor"

"But how?!"

"Remember when I said I was bit by one of the spiders grandpa max worked on?"

"And he said you might die?"

"Yeah, this kinda happened instead" ben said.

"So you became spider-man after that spider-bite?"

"Yeah, I just didn't tell anyone Spider-Man existed until grandpa max died" Ben said.

"Wow"

"Look Gwen, if there's something learned from reading a lot of batman comic books is that no one can know about this, got it?"

"So tell no one?"

"Yep" Ben said. Gwen just went back to sleep and Ben did the same.

…

When ben woke up, he had learned some interesting news: three banks were robbed yesterday. Who did it, no one knew, but for some reason the article claimed it might have been spider-man. Ben thought the story was a load of crap, and he shut off the article as his uncle walked in.

"Hey Ben, we need to go to the bank with your parents"

"Can't I stay here with Gwen?" ben asked.

"No, she's coming too" his uncle said. Ben sighed, but he knew he had no choice. So he went with them, much to his dismay. He just drew some more things in his note book, like ideas for poses, and some batman villains in the car, and when they stopped he hid the spider-man drawings under his seat, and he walked out of the car.

For Ben, this was the most boring thing ever. He'd rather have to go to school then be where he is right now, and that's saying a lot, because he freaking hates school. He'd rather be fighting a bunch of armed robbers than be where he is now. He looked at Gwen, who was talking on the phone to her friend Julie about who in one direction they want to make out with more. Ben tried his hardest to not listen. But he thought about it, and how awesome it'd be for Sophie to kiss him while he was in the spider-man costume.

He was deep in these thoughts, and the only thing snapping him out of it was his spider sense warning him about something. He turned around and saw a taxi flying towards the bank.

"GET DOWN!" Ben shouted as he grabbed Gwen. Gwen was about to yell at him when she heard the noise of glass shattering. Every one ran and the bank tellers ducked in fear as the car hit the wall behind them. Ben tried to go see who the heck just busted in, and he sees a man in a trechcoat standing right there.

"Is that Otto?" Gwen asked. He walked in and saw the guy guarding the vault, who was trembling in fear.

"Open the vault" Otto said.

"No" the guard said. "it's against my rules!"

"Okay then" Otto said as he used one of his mechanical arms to knock out the guard. He then had all four of them try to rip off the vault door.

"Ben Tennyson, where do you think you going?!" Ben's aunt asked as ben ran towards the door.

"To the bathroom" ben said.

"His parents should do something about his Blatter problems" ben went behind the building, and changed into his spider-man costume. He came back in on a web, and landed right behind Otto.

"Hey, doc ock, I'm not sure your supposed to be touching that" Spider-man said.

"Doc ock. I like that name" Otto said as he knocked spider-man away. Spiderman tried to web down his arms, but they just managed to break free from the webbing. Spider-man had a bit of a though fight, but he saw an upside to this: He finally got to fight a super villain! Mam did he feel like a super hero. Now all he need was for Sophie to kiss him and-

"Get out of my way!" Otto said as he threw a desk at Spider-man; bring him back to his senses.

"Come on Gwen, let's get out of here!" Gwen's father (I'm going to call him Jase from now on) said. Gwen stared back at the fight, hoping that ben would be alright. Ben kept fighting Otto until Otto grabbed his throat.

"You're really getting on my nerves" Otto said.

"If I had a nickel for every time someone said that to me" spider-man said. Otto was a bit of a challenge, but spider-man didn't give up. He kept fighting, even to it going outside.

"Get out of my way!" Otto said as he threw a truck at spider-man.

"I don't think so" Spider-man said as he webbed the sides of the truck to the two buildings right next to it.

"Hey, where are you going?!" Spider-man asked as he saw Otto get away.

"I got what I wanted, and I don't need to be here anymore" Otto said. "And here's a parting gift" Otto grabbed a truck and threw it at spider-man, who saw he was going to crush a little girl. He went to go save the girl, and when he did, he asked her if she's alright.

"Yes I am, Mr. Spider-man" she said.

"Good" Spider-man said.

"You're really nice. I bet that's why my sister likes you so much"

"Really? Who's your sister? Is she hot?"

"Mia, what are you doing here?" her sister said as she came to the little girl.

"I was going to get hit by a truck but Mr. Spider-man saved me" she said. Spider-man looked at her sister, and noticed something-her sister was Sophie!

"Thanks for saving my sister" She said.

"No problem" Spider-man said. he swung away from that, finding it interesting that he happened to run into Sophie again. His phone suddenly rang, and he answered it.

"Hello?"

"Ben, where the heck are you?! We need to leave right now!" Jase said on the other end.

"Uh, I'm not too far away" ben lied, while he was looking for their car. "Look, I'm coming, so don't worry" ben said as he hung up. Ben put his normal clothes back on, and walked to the car. He knew Doc Ock was going to be back, but where and when was still a mystery.

Ben sat down, watched some of a TV broadcast of "The dark knight" and went to bed. He kept thinking on how his uncle and aunt most likely will find out, and Gwen had already found out. If that happened, he'd had no idea what to do. Why he started thinking about this, don't ask me. To keep his mind off this, he turned on the radio, which happened to be playing "Why don't you get a job?" by the offspring.

"I love this song!" ben said as he turned it up. Why I chose this song instead of all of the other songs I know, I can't get it out of my head.

**Well, kind of a boring chapter, but at least we got a fight between Doc Ock and spidey! So I hope to see you soon!**


	9. Chapter 9

The next few days were a pain for ben. He had to fight crime while his aunt and uncle were trying to deposit something at the bank, go grocery shopping or if they got drunk or something. If he and Gwen were home alone, if she saw he wasn't there, she knew where he was.

In the morning, Ben had a day he had been waiting for. They day his Uncle and aunt ended up leaving. His parents pulled up on the drive way, he felt relief, knowing that he soon could have no trouble leaving to go fight crime because his parents were oblivious.

"Thanks for watching our little boy for us" Ben's mom said.

"Mom, I'm sixteen" Ben said. "I could have stayed home by myse-"

"We were honored to" Gwen's mom (You give her a name, and I'll pick one out) said. Ben just felt relief as Gwen's parents put all of the luggage in their car. Gwen walked out and looked at ben.

"Don't worry, your secret's safe with me" she said as she put out her pinkie.

"A pinkie promise? Aren't we a little old for that?"

"Come on" Gwen said. Ben rolled his eyes and accepted, and they made a pinkie promise. Gwen waved goodbye as she got into the car, and Ben went back inside.

…

At Oscorp, Norman Osborn is really unhappy about the advents of last chapter. After reading about Doc ock's fight with spider-man last chapter in a newspaper, he screaming as he throws a new paper across the table he was sitting at. He grabs his phone and dials a number.

"Hello?" Otto asked on the other end.

"Otto, what the hell was that?! Your robbing banks with my tech!" Norman shouted the other line.

"It's not your tech. I designed it"

"You work for me and you designed it! Therefore, anything you made or anything you think I automatically own!"

"Well, here's a news flash: I don't work for you anymore, Osborn"

"Huh?!"

"Ever since that explosion I realized something: I don't need you or anybody else. Not you, not Obama, not anyone" Otto said.

"Are you mentally challenged?!"

"No. I'm just smarter than you could ever be" Otto said as he hung up. Norman threw his phone across the room in anger, and screamed.

"I'M RUINED!" Norman shouted.

…

Otto struck three more banks in the last three days. Everyone had been making news broadcasts, podcasts, and even blog posts about his robberies.

Ben was in his room doing his homework when the police radio he had on told him that there was another robbery taking place. So while his parents were watching a newscast about the robberies, ben snook out and did his spider-man thing.

_Strange._ Ben thought as he was swing to the place the robbery was taking place. _This is the fourth robbery this week! Some guy must need money, bad!_

About two minutes later, spider-man arrives at the bank that was being robbed and saw Sherif stone was there again.

"oh great" Spider-man said as he landed on stone's car. "Officer, I have this handled"

"Get the hell of my car" Stone said.

"Okay, okay, sigh. I've got that criminal. So you might want to sit back and enjoy me kick butt, and then take him to jail or whatnot"

"Sit back and watch you-are you mocking me?!"

"50/50" Spider-man said as he swing into the bank.

"Just because my daughters are fans of yours doesn't mean I won't forget this!" ben was now confused by this, but he didn't question it. He kept his eye on the prize. I've always wanted to say-er, type that.

"Okay sir, I'm sure that you aren't allowed to do that" Spider-man said as he saw someone in a trench coat in the bank.

"Not you again" the man said as he turned around.

"Oh hey, what a quinkidink!" Ben said, quoting Lily from Hanna Montana, which in no way I like. "Doc Ock. Found any annoying little yellow sponges recently?"

"You're really pissing me off right now" Doc ock said as he tried to impale Spider-man with a blade that came out of his arm.

"If I had a dollar for every time someone said that to me: I'd be pretty freakin' rich" Ben said as he dodged.

"Won

"Will you let me kill you?!" Otto said in rage.

"Nope!" Spider-man said before making a woody woodpecker laugh. He tried fighting Doc Ock, but the fight didn't turn out in his favor. He got thrown into a few desks, through a window, and landed on Stone's car. Doc ock came out the bank with a huge amount of money in his arms, and gave the cops some specific directions: Stay out of his way, or the entire city was going to be destroyed. After saying that, he left.

"Oh man" ben said as he jumped off the car. "Oh, uh, sorry about your car"

"If you say one more word to me, I'm gonna do something that might land me in prison. Got that?" Stone said. Yes, that's his official name now.

"Whatever" Spider-man said as he swung away.

"okay, so what he said there was like a "I'll be back" type message. Makes sense I guess" Ben said. "Now that I think about it, it does seem like he's building something. I don't know what though" Ben tried thinking about this for a while when he heard the song "the walker" he picked up the phone and saw that his friend Jackson was calling.

"Hello?" Ben asked.

"Hey ben, I just want to know, me and my friend were having an argument over which anime character was hotter. Lucy or nam-hello?" Ben hung up because he couldn't really care less. He cared more about what Otto is planning. What could he be building? Then it hit him.

"He's rebuilding the—the—what was it called? Did he even say? The, uh thing from when I saved Kylie from the building that was going to blow up!" Ben said. "Now, where do I find him?"


End file.
